01/01/2016 General terms and Conditions of sale LEGAL NOTICE •
Scope and enforceability of the general conditions of sale These general conditions of sale (hereinafter "the GTC") relate exclusively to relations between the company LYPSIS (hereinafter "LYPSIS" or the "Seller"), Société Anonyme with a share capital of 9,159,023.70 euros, registered in the BOURG-EN-BRESSE Trade and Companies Register under number 331,455,691, and whose registered office is located at 11 Rue de la prairie 01100 Alex GROISSIAT, France, and any professional customer or any commercial company whose head office is established on the metropolitan territory, Corsica and Monaco (hereinafter "the Customer" or the "Buyer") wishing to place an order on the LYPSIS website. For sales intended for non-professionals, LYPSIS refers to the General Conditions of Sale reserved for consumers, governing the conditions of sale applicable to these products. For sales intended for foreign professional customers, LYPSIS refers to the General Sales Conditions applicable to BTB relationships. LYPSIS and the Customer are collectively referred to as the Parties. LYPSIS specializes in the wholesale trade sector (business-to-business) of various industrial supplies and equipment, particularly in the plastics, mechanical and industrial fields. These GTCS are applicable for all products sold and delivered (hereinafter "the Products") directly by LYPSIS from all of its manufacturing and shipping sites, and to all of its customers in France , under the conditions defined below; it being understood that the term “Product” designates any goods sold and / or any service provided by LYPSIS. It is specified that the Client must have the legal capacity to contract. LYPSIS reserves the sale of its Products to Customers located in mainland France, Corsica and Monaco. Any order of Products by the Customer is subject to the creation of a customer account via a form available on the home page of the site and implies their prior commitment to have read these GTC and to have expressly accepted them without reservation . The Parties agree that their relations are governed exclusively by these GTC, unless there is an agreement subsequently concluded between them in writing by way of derogation from these GTC. The fact that LYPSIS does not take advantage, at any given time, of any of the provisions of the GTC cannot be interpreted as a waiver of its right to take advantage of it later. These T & Cs are subject to change. Therefore, it is understood that the applicable GTCs are those in force on the day of placing the order. Consequently, the fact of placing an order implies the Customer's full and unreserved acceptance of the GTCS in force on the day of placing the order to the exclusion of all other documents such as prospectuses and / or catalogs issued by LYPSIS and which have only a simple indicative value. No particular condition can, except formal and written acceptance of LYPSIS, prevail against the present CGV. Any contrary condition posed by the Customer will therefore, in the absence of express acceptance, unenforceable against LYPSIS, regardless of when it may have been brought to its attention. The Buyer's acceptance will be materialized by a "validation click" as well as by the communication of their bank details for the purpose of payment of their order. This electronic signature has the value of a handwritten signature between the Parties. These general conditions of sale are made available to any Customer who requests them and can be downloaded from the site http://www.lypsis.fr (hereinafter "the Site"). LYPSIS will also take care to communicate them to its Customers.
The product offer The LYPSIS Product offers are valid as long as they are offered by LYPSIS, except special operations whose validity period is specified by LYPSIS. LYPSIS reserves the right to stop the marketing of any Product and / or to modify at any time the characteristics of its Products, without any notice and without this modification giving rise to the right to the payment of any damages. Orders will be fulfilled within the limits of available stocks and, if necessary, a LYPSIS order from its suppliers will allow the customer's order to be honored taking into account the delivery times defined by LYPSIS suppliers. LYPSIS reserves the right to make any modification it deems useful to its products at any time, without obligation to modify the products previously delivered or during the ordering process.
Price. The prices communicated to the Customer by LYPSIS are indicated in euros and excluding taxes (hereinafter "VAT"), applicable in mainland France, Corsica and Monaco. VAT is applied at the rate in force on the day the order is placed. The prices of the Products are understood to be exclusive of tax, shipping and other optional services, expressly subscribed to by the Customer and which remain at his expense. The prices will be brought to the attention of the Customer on the summary order if necessary and before final validation of the order.
Order taking. Prior to any order placed on the website of the LYPSIS company, the Customer must be registered on the website of the LYPSIS company by opening an account using the form available at the address: https: //www.lypsis. fr / lypsis / page.html? monoBloc = creationCompteV2 & idSite = 1000002 & idElemA uthentif = 1000000 A sales representative will contact the Customer in order to define together the commercial conditions and the payment conditions, and thus complete the configuration of the customer file. The Customer who wishes to acquire one or more Products offered for sale on the Site places an order by selecting the item or items he wishes to buy (hereinafter the "Order") and for which he will have previously benefited from all the information pre-contractual, in accordance with the indications appearing on the site. The validation of the order placed by the Customer on the site is subject to the process described below: 1. Selection of Products On the Site, the Customer, after having read all of the pre-contractual, technical and commercial information from the company LYPSIS, selects, identifies and quantity of the Products subject to the Order; these Products are added to his virtual shopping cart (hereinafter the "Shopping Cart"). The Customer can freely modify the Basket, delete an Product initially selected, modify the quantities ordered or even add a Product until payment has been made. The price of items available for sale is expressed in euros, excluding taxes and preparation, logistics and shipping costs. They therefore do not take into account the VAT applicable on the day of the order. When adding a product to the basket, the information "In Stock" or "On Order" is mentioned. An item specified "In Stock" is managed in stock at the LYPSIS platform, but it may be out of stock, and an item "On Order" is supplied from our supplier when you place an order. For all items, an estimated delivery time will be printed on the order confirmation when confirming the basket on order. In any case, this deadline announced is a firm commitment on the part of LYPSIS and it may depend on the vagaries of delivery from the supplier, or delivery of the carrier. The sending of this order acknowledgment will be sent if you wish and is set up on your customer file. On the other hand, if the validation of the basket on Order is a firm commitment on your part, you also have the possibility of requesting a Quote during the validation of the basket without commitment on your part. 2. Confirmation of Products and validation of the order Firstly, the Customer who has completed his selection, validates the composition of his Basket. Before the valuation of his Basket, he must read and expressly accept the GTC. The Customer will be able to choose between different possible delivery methods when confirming his basket. The Customer selects the delivery method of his choice as well as the cost of delivery which is calculated by LYPSIS. In the case of a provision of the goods at the counter of a Lypsis agency, the customer will choose the agency from which he will come to collect the goods. In this case, the cost of delivery is free. The customer may associate their own internal order references with their basket. In a second step, the basket valuation stage begins taking into account the customer's commercial conditions. Following this, the Customer checks the summary of the order offered to him by Lypsis. The price and the accessories of the applicable price are those in force at the time of validation of the basket. When confirming the order, the price of the Product will be increased by the amount of VAT in force on the day of the order. Thirdly, the customer will confirm their delivery and billing addresses. He will accept the general conditions of sale, then he will confirm his firm order or request the creation of a quote without commitment on his part. 3. Acknowledgment of receipt of the Order LYPSIS undertakes to acknowledge receipt of the Order by sending an email to the email address provided by the Customer at the time of the Order, including a summary of the items ordered. The Customer verifies the completeness and conformity of the information he provides during the Order, in particular the delivery address. LYPSIS cannot be held responsible for any data entry errors and the consequences thereof. In this context, the costs incurred for the return of the Order would remain the responsibility of the Customer. The confirmation of the Order will be archived by LYPSIS and considered as proof of the nature of the sale and its date. The Customer acknowledges that the "double-clic ”associated with the check box on the acknowledgment of the CGV constitutes consent to contract, constitutes an irrevocable and unreserved acceptance of the CGV. Any confirmed order constitutes a firm and final sale. Consequently, any request for modification made by the Customer can only be taken into consideration if it has reached LYPSIS before the delivery slip is issued which precedes the shipment of the goods and subject to LYPSIS express acceptance. The date of presentation of the Customer's letter and the delivery slip of the carrier are respectively proof. Any modification to the order results in an extension of the shipping time under the conditions indicated by LYPSIS upon acceptance of the modification. The taking into account of the cancellation, after agreement of LYPSIS, could give place to an indemnity fixed at 10% of the amount T.T.C. of the order and the acquisition of the deposits and / or deposits already paid. Orders recorded with on-site delivery (that is to say without delivery) can no longer be canceled after fifteen (15) days after their availability. LYPSIS is only bound by orders taken by its representatives or employees subject to written and signed confirmation from it. Unless proven otherwise, the data recorded by LYPSIS constitutes proof of all transactions between the Customer and LYPSIS. LYPSIS can not bear any responsibility in the event of embezzlement or fraudulent use of any means of payment.
Payment. Once the payment has been validated by the Customer and then confirmed by LYPSIS, LYPSIS will send an invoice to the Customer for payment taking into account the payment conditions defined at the time of the procedure for creating the Customer account. Then constitutes a payment within the meaning of this article, not the simple delivery of a commercial paper or a check implying an obligation to pay, but their collection on the agreed due date. In any event, the payment period may not exceed forty five (45) days at the end of the month or sixty (60) days from the date of issue of the invoice. In the event of late payment, the Seller may suspend all orders in progress, without prejudice to any other action. Any amount not paid by the due date shown on the invoice, results in the application of penalties, the rate of which is equal to three (3) times the legal interest rate. These penalties are due the day after the payment deadline. In the event of default in payment, the sale will be automatically resolved without notice, prior notice. The Seller may request the return of the Products, without prejudice to any other damages. The resolution will affect the order in question but also all previous unpaid orders (delivered or being delivered / payment due or not). In the case of payment by commercial paper, failure to return the instrument will be considered as a refusal of acceptance comparable to a default in payment. Similarly, when the payment is staggered, the non-payment of a single due date results in the immediate payment of the entire debt without formal notice. The sums which would then be due for other deliveries or for any other reason, will become immediately due. The Purchaser must reimburse all costs incurred by the contentious recovery of the sums due. Any delay in payment will result in payment by the client of a lump sum indemnity of forty (40) euros for collection costs. In accordance with article L. 441-6 of the French Commercial Code, this compensation is due as of right on the day following the settlement date appearing on the invoice. When the recovery costs are greater than forty (40) euros, the seller reserves the right to ask the customer for additional compensation, the amount of which is fixed at 10% provisionally of the amounts due and which cannot be less than five. one hundred (500) euros. This indemnity covers in particular the interest, costs and fees that could result from a pre-litigation and / or litigation procedure linked to recovery. Any payment paid to LYPSIS cannot be considered as a deposit. The means of payment accepted by LYPSIS are notably indicated on the website. The Purchaser may never, on the grounds of a complaint made by him, withhold all or part of the sums due by him, nor operate any compensation. As part of the fight against fraud, LYPSIS may ask the Customer to justify his identity, his domicile, and the means of payment used. In this case, the processing of his order will take place upon receipt of these documents. Failing receipt of these documents or in the event of receipt of documents deemed non-compliant, the order may be canceled and the account blocked.
Delivery - Terms. The delivery is made by the direct delivery of the product to the Customer, either by simple notice of provision, or by delivery to a shipper or a transporter in the premises (or warehouses) of the Seller. Items purchased on the site are delivered to the delivery address provided by the Buyer during the ordering process. A fixed contribution to the costs of processing and shipping the order will be charged to the Buyer. This participation depends both on the parts ordered but also on the desired delivery location. The preparation and shipping costs are indicated in the order summary, before validation thereof. This amount will be due in addition to the items ordered. Article 6.1 - Deadlines Deliveries are only made according to availability and in the order of arrival of orders. Delivery times are indicated as accurately as possible, but depend on the Seller's supply and transport possibilities. Exceeding delivery times cannot give rise to damages, holdbacks or cancellation of orders in progress. In any event, delivery on time can only take place if the Customer is up to date with his obligations to the Seller, whatever the cause. Article 6.2 - Force Majeure LYPSIS will not be held liable for the non-performance of its obligations hereunder and will not be liable for any damage to the extent that its breaches or such damage are attributable to causes on which LYPSIS n has little or no power. Thus, by way of example and in a non-exhaustive manner, these causes include, among others, a conflict or a social movement, whatever the type (as much with LYPSIS and the Client, as with a third party whose execution of the sale depends), fire, explosion, flood or other natural disaster, riot or war (declared or not), shortage or rationing of labor, materials, components, transportation, energy, late delivery of suppliers or subcontractors, compliance with new laws or regulations (founded or not), an embargo, etc. If the date agreed for the delivery of the Product cannot be met due to the above-mentioned causes, LYPSIS will have sufficient additional time to remedy these disturbances. Article 6.3 - Transfer of risks The products are deliverable carriage paid from two hundred and fifty Euros excluding tax (250 Euros excluding tax) or cash on delivery at the agreed place. However, this previous provision excludes shipments in EXPRESS mode as well as charters (such as pallet, oil drums, etc.). The transfer of risks on the products takes place as soon as the goods are taken over by the Buyer / Customer or by a third party designated by the latter. The conformity of the goods must be checked at the time of receipt of the products in the Customer's warehouses. It is therefore up to the Customer, in the event of damage or missing items, to make all the necessary observations and to confirm their reservations. It is up to the Customer to provide all the justifications as to the reality of the observed defects or missing items. Any product that has not been the subject of reservations by registered letter with acknowledgment of receipt within three (3) days of its receipt from the carrier, in accordance with article L.133-3 of the Commercial Code, and whose a copy will be sent, simultaneously to LYPSIS, will be deemed to be in conformity and considered accepted by the Customer who will therefore be deprived of any recourse against LYPSIS in particular. The responsibility of LYPSIS can in no case be called into question for facts during transport, destruction, damage, loss or theft, even if it has chosen the carrier. In all cases, it will be up to the Customer to provide any justification as to the reality of the alleged defects or anomalies. The Customer agrees not to intervene himself or to involve a third party to remedy these defects or anomalies; LYPSIS is solely empowered to make any useful findings and to remedy them, if necessary. Any complaints from the Customer do not authorize him to suspend, limit or refuse payment. In case of delay in removing the goods ordered by the Customer, the storage costs will be borne by the Customer.
Reception. Without prejudice to the arrangements to be made vis-à-vis the carrier, complaints on apparent defects or on the non-conformity of the product delivered with the ordered product or the packing slip must be made in writing within eight days of the arrival of products. It will be up to the Customer to provide any justification as to the reality of the defects and anomalies noted. He must leave to the Seller any facility to establish these defects and to remedy them, he will not intervene himself or involve a third party for this purpose.
Retour. Article 8.1 – Terms Any return of Product must be the subject of a formal agreement between LYPSIS and the Customer. Any Product returned without this agreement would be made available to the Customer and would not give rise to the establishment of a credit note. The costs and risks of the return are always borne by the Customer. No return request will be accepted after fifteen (15) days following the delivery date. No effective return will be accepted after a period of fifteen (15) days following the date of acceptance of the return by LYPSIS. No effective return will be accepted if the following conditions are not met, namely: - the reason for refusal must be indicated for each item of equipment suspected of being defective; the Product must be returned in its original packaging, complete and in good condition; the Product must not have undergone any degradation for any reason whatsoever, in particular during inspection, assembly or storage operations; the Customer must not have made any modification to the material. The returned Products are accompanied by the return number to be mentioned on the address of the package or on the delivery note which accompanies it. In the event of an apparent defect or non-conformity of the products delivered, duly noted by LYPSIS under the conditions provided above, and not attributable to the carrier, the Customer may obtain free replacement, or reimbursement of the products of LYPSIS 'choice, to the exclusion of any indemnity or damages. The return of the Product does not exempt the Customer from paying the amount of the invoices by the due date. A discount and administration fees will be applied to returns made by the customer. The costs and risks of the return are always the responsibility of the purchaser.Article 8.2 - Consequences Any takeover by LYPSIS will result in the creation of a credit for the benefit of the purchaser, after qualitative and quantitative verification of the products returned. In the event of an apparent defect or non-conformity of the products delivered, duly noted by LYPSIS, the Customer may obtain free replacement or reimbursement of the products, at the choice of LYPSIS, excluding any compensation or damages. Any return must be made by the Customer via the LYPSIS forms which will be sent to him at his request.
Retention of title. The goods, objects of this contract, are sold by expressly subjecting the transfer of their property to full payment of the price in principal and accessories. Payment cannot be considered as having been made in full until the actual receipt of the price. It is however understood that the simple delivery of a title creating an obligation to pay, draft or other, does not constitute a payment within the meaning of the clause, the original claim of the Seller on the Buyer remaining with all the guarantees therein. attached, including the retention of title, until the said commercial bill has actually been paid. The above provisions do not preclude upon delivery of the goods, the transfer to the Buyer of the risk of loss or deterioration of the goods subject to retention of title as well as the damage they may cause. The Buyer must take out insurance guaranteeing the risks arising from the delivery of the goods. Until the price has been paid in full, the Buyer must identify the goods delivered under this contract and not mix them with other goods of the same kind from other suppliers. In the absence of individualization, the Seller may require reimbursement or take back those still in stock. In the event of garnishment or any other intervention by a third party on the goods, the Purchaser must imperatively inform the Seller thereof without delay in order to allow him to oppose it and to preserve his rights. The purchaser also refrains from pledging or assigning as security the ownership of the goods. In the event of termination of the order as of right for default or late payment, the Customer will have the obligation to immediately return the goods (Products) received at his expense. As such, the goods (Products) still in the possession of the Customer, and identical to those ordered and delivered by LYPSIS, are presumed to be those unpaid. In the event of a claim, the deposits already paid remain acquired by LYPSIS as compensation. In the event of the opening of a collective procedure such as a procedure for safeguard, reorganization or judicial liquidation of the Client, LYPSIS reserves the right to claim the goods in accordance with the legal rules in force. The Client must also inform LYPSIS as soon as possible of the opening of a collective procedure against him so that LYPSIS can preserve his rights as owner and creditor if necessary.
Guarantee - Exclusion Customers being professionals, they are deemed to have received all the technical information relating to the Products, their design and their destination. They are also deemed to check the Products upon receipt. Consequently, the responsibility of LYPSIS cannot in any case be engaged or even sought in the event of apparent defects, use of the Products not in accordance with their destination. Independently of any contractual guarantee possibly granted by LYPSIS to the Customer, LYPSIS is held of the legal guarantee of the hidden defects and of conformity whose provisions are reproduced in Appendix of these CGV. The products sold benefit from legal guarantees provided that use has been normal and that the maintenance advice has been followed. If a product ordered by the Customer benefits from a specific contractual guarantee, then the Customer will receive, at the latest on the day of delivery of the Product, a specific document on which will be specified the methods of implementation and the conditions of the guarantee contractual (in particular duration, territorial extent). LYPSIS draws the Customer's attention to faults or malfunctions which may only be the consequence of improper installation or improper use of a product. LYPSIS invites the Customer to follow the instructions in the instructions accompanying certain Products. If a LYPSIS Product turns out to be defective during the period of the legal or contractual guarantee, the Customer shall immediately make a request to LYPSIS. In this context, LYPSIS offers the Customer: either to bring the Product to a store, or to return the Product to LYPSIS. After treatment or analysis of the Product by LYPSIS, the product will be repaired or exchanged, depending on the case. Defects and deterioration caused by natural wear or by an external accident (incorrect assembly, defective maintenance, abnormal use ...) or by a modification of the product not provided for or specified by the seller are excluded from the warranty. In any event, LYPSIS 'overall responsibility is limited and may not exceed the amount of payment received from the Customer for the Products supplied which are the subject of a claim and / or litigation. In any case, complaints cannot justify the total rejection of the Products delivered or the partial or complete blocking of payment of invoices or any compensation and withholding. As part of the creation of the Customer account (for a sale or a subscription) and the execution of the order, information and data concerning the Customer are collected. They are necessary for order management and commercial relations. They can be transmitted to companies that contribute to these relationships such as those responsible for the execution of services and orders for their management, execution, processing and payment. This information and data is also kept for security purposes, in order to comply with legal and regulatory obligations as well as to improve and personalize the services offered and the information addressed. In accordance with the data-processing law and freedoms of January 6, 1978, the Customer has a right of access, rectification and opposition on the personal data concerning him. It is enough for him to write by mail to LYPSIS by indicating his name, first name, e-mail, address and his customer reference, at the following address: LYPSIS 11 rue de la Prairie 01100 ALEX GROISSIAT.
Intellectual property rights All texts, comments, illustrations and images reproduced on the LYPSIS Site, catalogs, leaflets, brochure or any other commercial medium are reserved under copyright as well as intellectual property and for the whole world. Any total or partial reproduction of the Site, catalog, leaflets, brochure or any other commercial medium is strictly prohibited. The Customer acknowledges that LYPSIS is the holder or has a right of use of all the intellectual property rights covering the Products sold to the Customer and that no right of use or reproduction of these rights is conferred on it. The Client undertakes in particular not to alter said intellectual property rights, or to make improper use of them which would discredit or devalue them.
Application law & Attribution of jurisdiction Article 12-1 - Applicable law Relations with the Customer are governed by French law. In the event of a translation of these in a foreign language, only the text written in French will have authentic value. Article 12-2 - Attribution of jurisdiction By express agreement, jurisdiction is assigned to all disputes that arise between the parties during their commercial relations, in the Courts of BOURG EN BRESSE.